Form 4: Nasdaq EVP CIO Reports PSU Vesting and New Grant

Nasdaq's EVP and CIO, Bradley J. Peterson, reported the settlement of performance share units, tax-related share disposals, and a new PSU grant.

Summary

• Bradley J. Peterson, Executive Vice President and Chief Information Officer of Nasdaq, Inc., reported transactions on February 11, 2026.
• Peterson acquired 43,932 shares of Common Stock at a price of $0.00, representing the settlement of performance share units (PSUs) granted under Nasdaq's Equity Incentive Plan for the performance period from January 1, 2023, through December 31, 2025.
• Concurrently, 19,740 shares of Common Stock were disposed of at a price of $82.51 per share to cover tax obligations related to the PSU settlement.
• Peterson also acquired 9,632 shares of Common Stock at a price of $0, representing a new grant of PSUs under Nasdaq's Equity Incentive Plan for a performance period from January 1, 2024, through December 31, 2025.
• The shares underlying the newly granted PSUs are scheduled to vest on January 4, 2027.
• Following these transactions, Peterson beneficially owns 144,902 shares, which include 64,744 shares or units of restricted stock (38,372 vested), 75,118 shares underlying PSUs (65,486 vested), and 5,040 shares purchased under the Employee Stock Purchase Plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting successful achievement of past performance goals leading to PSU settlement and continued executive alignment through new grants. It's a routine compensation disclosure, not indicative of major strategic shifts.

Positives

• The settlement of 43,932 performance share units indicates the achievement of performance goals over the 2023-2025 period, reflecting positively on management's performance.
• A new grant of 9,632 performance share units demonstrates continued alignment of executive incentives with future company performance.

Negatives

• The disposal of 19,740 shares for tax withholding purposes reduces the direct shareholding of the executive, though this is a standard practice for equity compensation.

Future Outlook

The new grant of performance share units with a vesting date in January 2027 indicates a continued long-term incentive structure for the executive, aligning future compensation with company performance through December 2025.

Industry Context

StockSavvy.ai notes that the use of performance share units (PSUs) as a significant component of executive compensation is a common practice across the financial services and technology sectors, including exchanges like Nasdaq. This structure aims to align executive interests with long-term shareholder value creation by tying compensation to specific performance metrics over multi-year periods.

Comparison to Industry Standards

• The structure of performance share units (PSUs) with multi-year performance periods (e.g., 2023-2025, 2024-2025) and subsequent vesting dates is consistent with best practices in executive compensation across major U.S. public companies, including peers like Intercontinental Exchange (ICE) and Cboe Global Markets (CBOE).
• The practice of withholding shares for tax purposes upon PSU settlement is a standard and efficient method for managing tax liabilities associated with equity compensation, mirroring practices seen at companies such as CME Group (CME) and London Stock Exchange Group (LSEG).

Related Party Transactions

• The transactions involve an executive (Bradley J. Peterson) and the issuer (Nasdaq, Inc.), which are considered related parties in the context of executive compensation.

Stakeholder Impact

• Shareholders: The settlement of PSUs indicates that performance targets were met, which is generally positive for shareholders. The new grant aligns executive incentives with future shareholder value.
• Employees: The equity incentive plan provides a framework for executive compensation, which can influence broader employee compensation strategies and morale.
• Management: The transactions represent a significant component of the EVP, CIO's compensation, reflecting performance and future incentives.

Next Steps

• The newly granted PSUs will vest on January 4, 2027, contingent on the achievement of performance goals during the 2024-2025 period.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions, specifically the vesting of performance share units and a new grant. While the PSU settlement indicates past performance achievements, these are expected events and do not provide new material information that would significantly alter the investment thesis for Nasdaq. Therefore, a 'hold' recommendation is appropriate as this filing alone does not warrant a change in investment strategy.

Keywords

NASDAQ, NDAQ, Form 4, Insider Transaction, Performance Share Units, PSU, Equity Incentive Plan, Executive Compensation, Stock Grant, Tax Withholding